Posting of Circular, Notice of GM, Directors Share Agreements & PDMR Dealing
LONDON, September 19, 2023--(BUSINESS WIRE)--
ECR MINERALS plc
("ECR Minerals", "ECR" or the "Company")
Approval of Subscription: Posting of Circular and Notice of GM
Approval of Directors Share Agreements
PDMR Dealing
Issue of Adviser Shares
As announced on 18 September 2023, the Company has conditionally raised £580,000 by way of a direct subscription ("Subscription") through the issue of 331,392,844 new ordinary shares in the Company ("New Ordinary Shares"), at a price of 0.175p per New Ordinary Share. The Subscription was conditional upon, amongst other things, the approval by shareholders of certain resolutions to be proposed at the upcoming general meeting of the Company. The Company confirms that it will today publish and dispatch a shareholder circular ("Circular"), together with a notice convening a general meeting ("GM") of the Company (the "Notice"). The GM will be held at Office T3, Hurlingham Studios, Ranelagh Gardens, London, SW6 3PA on 6 October 2023 at 11.00 a.m.
The associated Circular and Notice of GM will be posted to shareholders today, and will be available on the Company's website shortly at: https://www.ecrminerals.com/investors-media/circulars
Salary Sacrifice
Alongside the Subscription, four members of the board of directors, David Tang, Andrew Scott, Adam Jones and Trevor Davenport, have agreed, conditional on the passing of the resolutions at the upcoming general meeting, to subscribe for 22,857,142 New Ordinary Shares at the Subscription Price of 0.175p in lieu of an aggregate of £40,000 salary, thereby further preserving the Company’s cash resources.
The Ordinary Shares proposed to be issued to certain members of the Board are as follows:
Director | Position | Salary Sacrificed in the period 1 August 2023 to 30 November 2023 | Number of New Ordinary Shares to be issued in lieu of salary (conditional) at 0.175p | Total Shares then held if Admission was to occur. |
David Tang | Chairman | £10,000 | 5,714,285 | 5,714,285 |
Andrew Scott | Director | £10,000 | 5,714,285 | 5,714,285 |
Trevor Davenport | Director | £10,000 | 5,714,285 | 5,714,285 |
Adam Jones | Technical Director | £10,000 | 5,714,285 | 5,714,285 |
(together the "Existing Directors Shares")
If the resolutions are approved by Shareholders, it is intended that the Existing Directors Shares will be issued on or around 30 November 2023, with admission to trading commencing on or around 1 December 2023. A further announcement would be made at that time.
Issue of Shares to New Director and PDMR
As announced on 15 September 2023, the Company has appointed two new senior management team members. Nick Tulloch, has been appointed Executive Director and Managing Director of the Company and Mike Whitlow has been appointed as Chief Operating Officer (non board position). As part of joining the Company they have now agreed to a remuneration package that is (i) predominantly based on earning equity in the Company; (ii) is designed to incentivise and align their interests with Shareholders and (iii) preserves the Company’s cash resources. Accordingly it has been agreed that they will each receive a salary of £102,000 per annum of which £12,000 is to be paid in cash pro rata across the year, and the balance is to be satisfied by the issue of equity in four quarterly payments of £22,500 using the mechanism set out below:
On 14 December 2023, the issue of 12,857,142 Ordinary Shares each (being £22,500 Ordinary Shares at a price of 0.175 pence each); and
At the end of each subsequent quarter (14 March 2024, 14 June 2024 and 14 September 2024), the issue of ordinary shares valued in the Company at a value of £22,500, with such number of shares calculated by reference to: (i) the price at which an equity fundraising in the Company was carried out during that quarter or (ii) if there was no fundraising, the price equal to the volume weighted average price of ordinary shares in the Company calculated over the previous 14 days, provided always that the minimum ordinary share price that shall apply is 0.175 pence.
(together the "New Directors Shares")
In each case the issue of these shares is conditional on the relevant person being a director of the Company. On the first anniversary of the date of the employment the Company and each of Nick Tulloch and Mike Whitlow will agree new remuneration terms.
If approved by Shareholders, it is intended that the first Tranche of the New Director Shares (being 25,714,284 Ordinary Shares, in total and in aggregate) will be issued on or around 14 December 2023, with admission to trading on AIM commencing on or around 15 December 2023. A further announcement would be made at that time.
New Advisor Shares
Certain key advisers of the Company have conditionally agreed to receive 6,857,142 Ordinary Shares (the "Adviser Shares") in lieu of £12,000 of cash invoice entitlements, to assist the Company in conserving its cash resources. If approved by Shareholders, it is intended that the Adviser Shares will be issued on or around 9 October 2023, with admission to trading on AIM commencing on or around 9 October 2023.
Use of Proceeds and Requirement for Shareholders to Vote
The proceeds of £580,000 (gross) to be raised through the Subscription will provide the Company with the necessary funding it requires to advance the Company’s extensive existing assets, to progress new opportunities and for working capital purposes. In the event that the resolutions at the General Meeting are not approved and the proposed Subscription does not complete, the Directors would need to consider urgently alternative sources of funding to meet its immediate working capital needs. There is no assurance that any such alternative funding arrangements could be put in place in the timescale required, which would have a materially adverse effect on the Company, and accordingly, the Directors unanimously recommend that Shareholders vote in favour of each of the Resolutions required to be passed to implement the Subscription.
The total number of ordinary shares to be issued pursuant to the Subscription, the Existing Directors Shares, the New Directors Shares and the Adviser Shares is 463,964,270 Ordinary Shares ("Total New Ordinary Shares"). Following the issue and Admission of the Total New Ordinary Shares (which is conditional on, among other items, the passing of the resolutions at the upcoming General Meeting and the Admission dates set out above) the total issued share capital in the Company would be 1,671,940,285 Ordinary Shares.
ECR Managing Director Nick Tulloch commented: "As we announced yesterday, the Subscription generated material interest from a number of prospective investors and I am pleased to report that it is being further supported by members of the board and certain of our advisers who are aligning themselves with our shareholders."
"Mike and I are less than a week into our new roles but we are grateful for the response to the Subscription that leaves ECR very well placed to advance both our current portfolio of assets as well as develop new opportunities."
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals plc | Tel: +44 (0) 20 7929 1010 | |||
David Tang, Non-Executive Chairman Nick Tulloch, Managing Director Andrew Scott, Director | ||||
Email: | ||||
Website: www.ecrminerals.com | ||||
WH Ireland Ltd | Tel: +44 (0) 207 220 1666 | |||
Nominated Adviser Katy Mitchell / Andrew de Andrade | ||||
SI Capital Ltd | Tel: +44 (0) 1483 413500 | |||
Broker | ||||
Nick Emerson | ||||
Novum Securities Limited | Tel: +44 (0) 20 7399 9425 | |||
Broker Jon Belliss | ||||
Brand Communications | Tel: +44 (0) 7976 431608 | |||
Public & Investor Relations | ||||
Alan Green | ||||
The notifications set out below are provided in accordance with the requirements of the EU Market Abuse Regulation.
Details of the person discharging managerial responsibilities | ||
a) | Name | David Tang |
2 | Reason for the notification | |
a) | Position/status | Chairman & Director |
b) | Initial notification/amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | ECR Minerals plc |
b) | LEI | 213800PBXY96KXHISJ17 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument Identification code | ordinary shares of 0.001p each GB00BYYDKX57 |
b) | Nature of the transaction | Shares in lieu of salary |
c) | Price(s) and volume(s) | Price(s) Volume(s) 0.175p 5,714,285 |
d) | Aggregated information - Aggregated volume - Price | 5,714,285 0.175p |
e) | Date of the transaction | 19 September 2023 |
f) | Place of the transaction | Off market transaction |
1 | Details of the person discharging managerial responsibilities | |
a) | Name | Adam Jones |
2 | Reason for the notification | |
a) | Position/status | Technical Director |
b) | Initial notification/amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | ECR Minerals plc |
b) | LEI | 213800PBXY96KXHISJ17 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument Identification code | ordinary shares of 0.001p each GB00BYYDKX57 |
b) | Nature of the transaction | Shares in lieu of salary |
c) | Price(s) and volume(s) | Price(s) Volume(s) 0.175p 5,714,285 |
d) | Aggregated information - Aggregated volume - Price | 5,714,285 0.175p |
e) | Date of the transaction | 19 September 2023 |
f) | Place of the transaction | Off market transaction |
1 | Details of the person discharging managerial responsibilities | |
a) | Name | Andrew Scott |
2 | Reason for the notification | |
a) | Position/status | Non-Executive Director |
b) | Initial notification/amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | ECR Minerals plc |
b) | LEI | 213800PBXY96KXHISJ17 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument Identification code | ordinary shares of 0.001p each GB00BYYDKX57 |
b) | Nature of the transaction | Shares in lieu of salary |
c) | Price(s) and volume(s) | Price(s) Volume(s) 0.175p 5,714,285 |
d) | Aggregated information - Aggregated volume - Price | 5,714,285 0.175p |
e) | Date of the transaction | 19 September 2023 |
f) | Place of the transaction | Off market transaction |
1 | Details of the person discharging managerial responsibilities | |
a) | Name | Trevor Davenport |
2 | Reason for the notification | |
a) | Position/status | Non-Executive Director |
b) | Initial notification/amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | ECR Minerals plc |
b) | LEI | 213800PBXY96KXHISJ17 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument Identification code | ordinary shares of 0.001p each GB00BYYDKX57 |
b) | Nature of the transaction | Shares in lieu of salary |
c) | Price(s) and volume(s) | Price(s) Volume(s) 0.175p 5,714,285 |
d) | Aggregated information - Aggregated volume - Price | 5,714,285 0.175p |
e) | Date of the transaction | 19 September 2023 |
f) | Place of the transaction | Off market transaction |
1 | Details of the person discharging managerial responsibilities | |
a) | Name | Nick Tulloch |
2 | Reason for the notification | |
a) | Position/status | Managing Director |
b) | Initial notification/amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | ECR Minerals plc |
b) | LEI | 213800PBXY96KXHISJ17 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument Identification code | ordinary shares of 0.001p each GB00BYYDKX57 |
b) | Nature of the transaction | Issue of Shares as part of remuneration package |
c) | Price(s) and volume(s) | Price(s) Volume(s) 0.175p 12,857,142 |
d) | Aggregated information - Aggregated volume - Price | 12,857,142 0.175p |
e) | Date of the transaction | 19 September 2023 |
f) | Place of the transaction | Off market transaction |
1 | Details of the person discharging managerial responsibilities | |
a) | Name | Mike Whitlow |
2 | Reason for the notification | |
a) | Position/status | Chief Operating Officer |
b) | Initial notification/amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | ECR Minerals plc |
b) | LEI | 213800PBXY96KXHISJ17 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument Identification code | ordinary shares of 0.001p each GB00BYYDKX57 |
b) | Nature of the transaction | Issue of Shares as part of remuneration package |
c) | Price(s) and volume(s) | Price(s) Volume(s) 0.175p 12,857,142 |
d) | Aggregated information - Aggregated volume - Price | 12,857,142 0.175p |
e) | Date of the transaction | 19 September 2023 |
f) | Place of the transaction | Off market transaction |
ABOUT ECR MINERALS PLC
ECR Minerals is a mineral exploration and development company. ECR’s wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd ("MGA") has 100% ownership of the Bailieston and Creswick gold projects in central Victoria, Australia, has six licence applications outstanding which includes one licence application lodged in eastern Victoria (Tambo gold project).
ECR also owns 100% of an Australian subsidiary LUX Exploration Pty Ltd ("LUX") which has three approved exploration permits covering 946 km2 over a relatively unexplored area in Lolworth Range, Queensland, Australia. The Company also has an option to acquire 100% of Placer Gold, which wholly owns the Hurricane Project, a later stage gold and antimony project located west of Cairns in the Hodgkinson Province, NE Queensland.
Following the sale of the Avoca, Moormbool and Timor gold projects in Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd (TSX-V: LVX), Mercator Gold Australia Pty Limited has the right to receive up to A$2 million in payments subject to future resource estimation or production from projects sold to Fosterville South Exploration Limited.
ECR holds a 90% interest in the Danglay gold project; an advanced exploration project located in a prolific gold and copper mining district in the north of the Philippines, which has a 43-101 compliant resource. ECR also holds a royalty on the SLM gold project in La Rioja Province, Argentina and can potentially receive up to US$2.7 million in aggregate across all licences.
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ECR Minerals plc
